MorningStar Partners, L.P.

Draft Registration Statement on Form S-1

Submitted July 14, 2022

CIK 0001559432

We note your revised disclosure in response to prior comment 2 that you believe the low decline nature of your reserves and the relatively low cost to maintain production combined with your zero to low leverage profile will allow you to distribute a “substantial portion” of your cash flow from operations each quarter to your unitholders. We also note your revised disclosure on page 136 that your primary business objective is to distribute a substantial portion of your cash flow from operations to your unitholders each quarter and, over time, to increase your quarterly cash distributions. Please revise your disclosure to explain how

We have read the three proved reserve reports filed with Amendment No. 1 as Exhibit 99.1 (SEC prices, as of December 31, 2021), Exhibit 99.2 (SEC prices, as of July 31, 2022) and Exhibit 99.3 (NYMEX strip prices, as of August 1, 2022). We also note your updated SEC and NYMEX proved reserves and the related estimates of PV-10 are disclosed throughout your filing as of August 1, 2022. Please note SEC reserve evaluations, based on historical average prices and costs, provide an estimate of reserves using an effective date “as of the end of a time period,” e.g. as of July 31, 2021. The optional disclosure of NYMEX reserve evaluations, based on forecasted future prices and costs, may provide an estimate of reserves using an effective date “as of the beginning of a time period,” e.g. as of August 1, 2022. Please revise your proved reserves disclosures throughout your filing to conform with these “as of” dates. Refer to the disclosure requirements in Item 1202(a) of Regulation S-K.

We note your revised disclosure in response to prior comment 11. Please revise to disclose whether the waiver of jury trial provision applies to federal securities law claims. If the provision applies to federal securities laws claims, please also clearly state that investors cannot waive compliance with the federal securities laws and rules and regulations promulgated thereunder.

We have read your responses to prior comments 17 and 18, but note your revised five-year PUD development plan through 2026 on page 140 appears to relate to converting only 16.3 MMBoe of the total 23.3 MMBoe of proved undeveloped reserves as of December 31, 2021. Please expand your disclosure to explain why you include additional proved undeveloped reserves for locations not included in your five-year PUD development plan or revise your disclosure to resolve this apparent inconsistency. Refer to Item 1203(d) of Regulation S-K, Rule 4-10(a)(31)(ii) of Regulation S-X, and question 131.03 in our Compliance and Disclosure Interpretations (C&DIs) regarding Oil and Gas Rules for further clarification or guidance.

We have read your response to prior comment 19, but note the table on page 145 relating to the activities in progress at December 31, 2021 shows there were no wells in the process of drilling, awaiting or undergoing completion. This appears to be inconsistent with the disclosure on page F-20 of proved property balances that include costs of $2.4 million at December 31, 2021 related to wells in the process of drilling. Please revise your disclosure as necessary to resolve this apparent inconsistency or tell us why a revision is not needed.

We note the disclosure in your Summary Compensation Table regarding a stock award in the year ended December 31, 2021. Please provide the disclosure required by Instruction 1 to Item 402(n)(2)(v) and (n)(2)(vi) with respect to such award.

The reserve reports filed as Exhibits 99.1, 99.2 and 99.3 refer to additional supplemental information, e.g. Operating Expense (column 22) in the attached tables, an Appendix with reserve criteria of the SEC and the methods employed in estimating reserves, a Table of Contents and various Tables I and II, not included with the reports. Please obtain and file revised reports to include the referenced supplemental information. Alternatively, remove these references if you do not intend to include this supplemental information.

We note disclosure in Exhibit 99.3 indicating that the estimates of reserves and future net revenue based on forward strip pricing were prepared in accordance with the definitions and guidelines set forth in the June 2018 Petroleum Resources Management System (PRMS) approved by the Society of Petroleum Engineers (SPE). Please note Item 1202(b) of Regulation S-K permits the optional presentation of the sensitivity of reserves to different pricing and cost criteria. However, the underlying reserve volumes, excluding the changes to prices and costs, must still comply with the definitions in Rule 4-10(a) of Regulation S-X for purposes of disclosure under Subpart 229.1200, including disclosure under Item 1202(b) of Regulation S-K.

Please expand the disclosure in Exhibit 99.3 to clarify, if true, that the price sensitivity analysis kept all factors, including production forecasts, operating and development costs and the timing for drilling new wells, the same as those used in Exhibit 99.2, the reserve evaluation based on SEC pricing, and the only change relates to the product prices. Refer to Item 1202(b) of Regulation S-K.

The disclosure in Exhibit 99.3 under the section “General Discussion” includes the statement that this letter is for the use of MorningStar Partners L.P. and should not be used, circulated, or quoted for any other purpose without the express written consent of Cawley, Gillespie & Associates, Inc. or except as required by law. Since the referenced report is included in, and required as part of, a filing made with the United States Securities and Exchange Commission pursuant to Item 1202(a)(8) of Regulation S-K, please obtain and file a revised reserves report to remove language that limits the distribution of the report to an exclusive audience. Furthermore, the revised reserve report should state the purpose for which the report was prepared, e.g. for inclusion as an exhibit in a filing made with the Securities and Exchange Commission to comply with Item 1202(a)(8)(i) of Regulation S-K.

Michael Chambers, Latham & Watkins LLP

Mollie Duckworth, Latham & Watkins LLP